21 - Greece

Summary

Introduction

The Cross-border Merger Directive has been implemented in Greece pursuant to law 3777/2009 (the ‘Greek Law on Cross-border Mergers’). This law was enacted as a separate piece of corporate legislation regarding specifically cross-border mergers, which is supplemented by relevant provisions of existing company legislation, depending on the type of legal form.

Scope of the new rules

The Greek Law on Cross-border Mergers applies to all Greek limited liability companies, as these are set out in the First Company Law Directive (68/151/EEC) (i.e. societes anonymes (ανώνυμες εταιρίες), private limited liability companies (εταιρίες περιορισμένης ευθύνης) and limited partnerships by shares (ετερόρρυθμες κατά μετοχές εταιρίες) and to European companies (SE) whose seat is located in Greece. Moreover, the Greek Law on Cross-border Mergers also applies to companies with share capital and having legal personality, possessing separate assets, which alone serve to cover its debts, and subject, under national law governing it, to conditions concerning guarantees such as are provided for by the First Company Law (68/151/EEC) for the protection of the interests of members and other third parties.